To,
The Members of Company
Your Directors are pleased to present the 26th Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31,
2020.
Financial Highlights
The financial performance of your Company for the year ended March 31, 2020 is
summarized below:
|
|
(in Rs. Lakhs) |
Particulars |
2019-20 |
2018-19 |
Revenue from Operation |
0.00 |
0.00 |
Other Income |
114.18 |
22.15 |
Total Revenue |
114.18 |
22.15 |
Less: Total Expenses |
113.72 |
7.14 |
Profit Before Depreciation and Taxes |
0.45 |
15.01 |
Less: Depreciation |
0.01 |
0.04 |
Profit Before Tax |
0.44 |
14.97 |
Less: Current Tax |
0.12 |
4.00 |
Deferred Tax |
-0.15 |
0.00 |
Net Profit for the year |
0.41 |
10.97 |
Overview of Company's financial performance
Net Revenue of the Company during the year under review reported by company is Rs.
114.18 Lakh as compare to the previous year's Rs. 22.15 Lakh due to adverse market
condition. The Company has earned Profit before Depreciation and taxes of Rs. 0.45 Lakh
during the year under review as compared to profit of Rs. 15.01 Lakh during 2018-19.
Capital Structure
The Authorised Share Capital of the Company is Rs 7,50,00,000/- (Rupees Seven Crore
Fifty lakhs only) divided into 75000000 (Seven crore Fifty lakhs) Equity shares of Rs 1/-
each.
During the Financial year, the paid-up share capital of the Company is Rs.
7,42,83,377/- (Rupees Seven crore forty- two lakhs eighty-three thousand three hundred and
seventy-seven only) divided into 74283377 (Seven crore forty-two lakhs eighty-three
thousand three hundred and seventy-seven) equity shares of Rs. 1/- each.
Dividend
As per observation of the Board of Directors for strengthening the position of the
company no dividend is recommended for the financial year 2018-19.
Reserves
The Company does not propose to transfer any amount to general reserve due to
Inadequacy of Profit.
Change in Nature of Business
There was no change in the nature of business of the Company during the Financial Year
ended March 31, 2020.
Subsidiaries
Presently, there is no subsidiary of the Company. During the year under review, One
Company which shows subsidiary namely Jash Dealmark Limited, which cease to be subsidiary.
Public Deposits
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
reenactment(s) for the time being in force).
Board of Directors
As on March 31, 2020, Your Company has an optimum mix of eminent personalities on the
Board of Directors with 5 members from diverse experience and expertise, out of 5 members
on its Board 4 are Non-Executive Directors. Out of 5 Board members 1 Director is Promoter
Whole time Director, 1 Professional Non-Executive Directors and 3 NonExecutive Directors
are Independent Directors.
Appointments & Reappointments of Directors
In terms of Section 152 of the Companies Act, 2013, Mr. Shailendra Khona, Director
being the longest in the office shall retire at the ensuing Annual General Meeting and
being eligible for re-appointment, offers himself for reappointment.
Resignation of Directors from Board
Mr. Jignesh Thobhani & Mr. Bhavesh Shah, were resigned from the directorship of
company w.e.f. 31/01/2020 respectively.
Appointment of Directors on Board
Mr. Rahul Kamdar & Mrs. Bhavna Kamdar, were appointed on Board of company w.e.f.
29/10/2019 respectively.
Board Meetings
The Board met Eight (8) times during the financial year ended on March 31, 2020 and as
per section 173 of the Companies Act the time gap between any two Meetings has not been
more than one hundred and twenty days. The dates on which the Board Meetings were held are
April 30,2019, May 30, 2019,July 10, 2019, August 14, 2019, October 14, 2019, November 14,
2019, January 11,2020 and February 14, 2020.
As per the disclosure received, none of the Directors of your Company hold memberships
/ Chairmanships more than the prescribed limits across all companies in which he/she is a
Director.
Committees
Your Company has several Committees which have been established as a part of best
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statues.
The Board has constituted following Committees:
Audit Committee
The Audit Committee comprises of Non-Executive Directors. The Committee met 4 times
during the year on May30, 2019, August 14, 2019, November 11, 2019 and February 14, 2020.
The Chief Financial Officer and Statutory Auditors are the regular invitees to the
Committee Meetings. Other executives are invited as and when required. The Company
Secretary of the Company is the Secretary of the committee.
Whistle Blower Policy (Vigil Mechanism)
The Company established the Whistle Blower Policy (Vigil Mechanism). In line with the
best Corporate Governance practices, the Company has put in place a system through which
the Directors or Employees may report concerns about Unethical and Improper Practices or
Alleged Wrongful Conduct, without fear of reprisal. In the event a Director wish to raise
a complaint or disclosure he/she shall consult Chairman of the Company and/or Chairman of
the Audit Committee. In the exceptional cases, any Employee or Director can reach to the
Chairman of the Audit Committee to report any Unethical or Improper Practices. Also no
Employee has been denied access to the Audit Committee. The functioning of the vigil
mechanism is being monitored by the Audit Committee from time to time.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Non-Executive Directors. The
Committee met 4 times during the year on April 30, 2019, July10, 2019, November 11, 2019
and February 14, 2020.
Nomination and Remuneration Policy
In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company approved a policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided u/ s 178(3), based on the recommendations of the Nomination and
Remuneration Committee. The broad parameters covered under the Policy are - Company
Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors,
Nomination and Remuneration of the Key Managerial Personnel, Key-Executives and Senior
Management and the Remuneration of Other Employees.
Performance Evaluation
The formal annual evaluation of the performance of the Board and that of its Committees
and Individual Directors including Chairman has been carried out by Nomination and
Remuneration Committee and Board of Directors of the Company at their Meeting in the
manner prescribed. The criteria of the Board evaluation include Board composition,
talents, experience and knowledge, presentations and discussions at the Board Meeting,
frequency of the Board Meeting, feedback and suggestion given to the management,
participation in the discussion etc.
Further, the Independent Directors, at their exclusive meeting held during the year
reviewed and evaluated the performance of Non-Independent Directors including Chairman of
the Company and the Board as a whole, after taking views of the Executive and
Non-Executive Directors.
Particulars of Remuneration
The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are forming part of this report as Annexure A.
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, will be available for inspection at the Registered office of the
Company during working hours and any member interested in obtaining such information may
write to the Company Secretary. However, this report and the accounts are being sent to
the Members excluding the said information in terms of Section 136 of the Act.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of 3 Non-executive Directors.
The constitution of the Stakeholders Relationship Committee of the Board of Directors
of your Company along with the details of the attendance of the members at the meetings.
The Committee constituted to hear the complaint and grievances of various securities
holders so as ensure that timely relief is extended to securities holders including
members in respect of their complaint. Additionally, the Committee also looks into the
members' complaints, if any, related to non-receipt of balance sheet, non-receipt of
declared dividend etc. and redress the same expeditiously.
Declaration by Independent Director(s) and re-appointment, if any
Your Company has received declarations from all the Independent Directors confirming
that they meet with the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, pursuant to Section 164(2) of the
Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they
have not been disqualified to act as a Director.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
Directors' Responsibility Statement
Pursuant to requirement under Section 134 (5) of the Companies Act, 2013 (Act),
Directors, confirm that:
a) in the preparation of the annual accounts for the year ended on March 31, 2020, the
applicable accounting standards read with requirement set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2020 and of the profit or loss of
the Company for that year;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Particulars of Loans, Guarantees or Investments under section 186
Particulars of loans, investments, guarantees and securities pursuant to section 186
are provided in the standalone financial statements (Please refer to Notes to the
Financial Statements).
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act 2013, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 the extract of the Annual Return as at March 31, 2020 forms part of this
report as Annexure B.
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards any action on the part of any executive which
may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to
uphold and maintain the dignity of every women executive working in your Company. The
Sexual Harassment Policy provides for protection against sexual harassment of women at
workplace and for prevention and redressal of such complaints.
During the year under review, there were no complaints pending as on the beginning of
the financial year and no new complaints were filed during the financial year under
review.
Auditors and Auditors Report Statutory Auditor
M/s. Hemant C Parikh & Co., Chartered Accountants, Ahmedabad, were appointed as
statutory auditors of the Company to hold office till the conclusion of the twenty fifth
(25th) Annual General Meeting. In terms of the first proviso to Section 139 of
the Companies Act, 2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, ratification of appointment of Statutory
Auditor is being sought from the Members of the Company at the ensuing AGM.
Statutory Auditor comments on your Company's accounts for year ended March 31, 2020 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134(3)(f) of the Companies Act, 2013. There were no qualifications, reservation or adverse
remark or disclaimer made by Statutory Auditor in its report.
Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Companies Act, 2013, your Company had
appointed CS Chirag Jain Practicing Company Secretary, as its Secretarial Auditor to
conduct the Secretarial Audit of your Company for FY 2019-2020. The Report of the
Secretarial Auditor for the FY 2019-2020 is annexed to this report as Annexure C.
Significant or Material Orders against Company
No significant or material orders were passed by the regulators or courts or tribunals
impacting the going concern status and your Company's operation in future.
Internal financial control systems and their adequacy
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks for ensuring the orderly and efficient
conduct of business, including adherence to the Company's policies, the safeguarding of
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control selfassessment, continuous monitoring by functional experts as
well as testing of the internal financial control systems. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively
and are operating as intended.
Management discussion and analysis
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Management Discussion and Analysis outlining the
business of your Company forms part of this Annual Report.
Particulars of Contracts or arrangements with related parties
With reference to Section 134 (3) (h) of the Companies Act, 2013, no contracts and
arrangements with related parties under Section 188(1) of the Act, entered by the Company
during the Financial Year.
Corporate Governance
Report on Corporate Governance is not forming the part of this annual report as the
company need not required mandatorily to comply with the provisions of Regulations 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Although
relevant information is provided in this Directors report.
Conservation of Energy & Technology absorption and foreign exchange inflow &
outflow
The details of conservation of Energy, technology absorption etc. are required to be
given under section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, is not given as the Company has not taken any major steps to
conserve the energy etc.
There was no foreign exchange earnings and outgo during the financial year 2019-2020
(Previous year-Nil)
Disclosure
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions required on these items during the year under review;
i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
ii. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme like ESOP and ESOS;
iii. There is no revision in the Board Report or Financial Statement;
iv. Annual Report and other compliances on Corporate Social Responsibility;
Acknowledgement
Your Directors take this opportunity to thank all the financial institutions, Banks,
Government and Regulatory Authorities, customers, vendors and members and all other
stakeholders for their continued support.
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and Commitment. The enthusiasm and unstinting efforts of the
employees have enabled your Company to remain as one of the top industry leader.
|
By order of the Board |
|
For, DEVHARI EXPORTS (INDIA) LIMITED |
|
Sanjay Bhayani |
Rahul Kamdar |
Date: November 14, 2020 |
Whole Time Director |
Director |
Place: Jamnagar |
DIN: 07256693 |
DIN: 08581805 |